Further, the Central Bureau of Investigation has filed a FIR dated August 16, 2023
against the Company, unknown public servants and unknown persons as stated therein. The
Company believes that (i) the decision to assign the lenders' debt to ARC, was entirely
that of the lenders and the Company was no way involved in the decision-making process.
This was based on lenders' own commercial wisdom and on an independent process followed by
the lenders; (ii) the Company has complied with all relevant sanctions, approvals and
regulations.
The Company continues to operate in normal course of business and does not see any
material impact on the operations of the Company.
Dismissal of Petition for initiation of CIRP
The Hon'ble NCLT vide its order dated November 18, 2022 has dismissed petition filed by
one of the secured lenders for initiation of CIRP under Section 7 of the Insolvency &
Bankruptcy Code, 2016 (IBC). The said lender has filed an appeal against this
order before the Hon'ble National Company Law Appellate Tribunal (NCLAT). EARC
who is the lead lender of the Company has filed its Intervention Application in
abovementioned Appeal. The Company has filed its reply to the appeal as well as EARC
intervention application and now matter is posted for hearing.
Going Concern
Events, as stated in Financial Statements for the year ended March 31, 2023, cast
significant doubt on the Company's ability to continue as a going concern. However, with
the telecom sector moving towards stabilization, management believes that below events in
telecom sector are positive developments which will lead to increased demand for its
towers and thereby increase in the revenue and EBITDA levels.
1. Revival package approved by the Government of India for telecom sector;
2. Hike in mobile call and data tariffs by telecom operators;
3. Mapping of sites for 5G rollout by the operators.
In addition to the above, various resource optimization initiatives undertaken by the
Company, can lead to stabilization and revival. The Company is also regular in payment of
statutory dues, taxes, employee dues etc. Further, the Company also continues to pursue
contractual claims of approx. ' 15,34,023 Lakhs (as on June 30, 2023) from various
operators in respect of premature exits by them in the lock in period. One of such claims
of the Company against Tata Teleservices was settled during the year resulting in receipt
of arbitration award in favour of the Company and consequent recovery of ' 2,900 Lakhs.
It was also observed in the order dated November 18, 2022 passed by the Hon'ble NCLT
that the business of the Company is sustainable, it is a viable going concern under its
current management and the overall financial health of the Company is not bad enough to be
admitted under CIRP
Considering the above facts, decision of NCLT in favor of the Company and as the
Company does not have any intention to stop its operations or liquidate its assets, the
Company continues to prepare the books of account on Going Concern basis.
2. RECENT DEVELOPMENTS AT MACRO AND MICRO ECONOMIC LEVEL
The details in respect of recent developments at macro and micro economic level are
covered under Management Discussion and Analysis (MD&A) Report, which
forms part of the Annual Report.
3. MANAGEMENT DISCUSSION AND ANALYSIS
The MD&A Report for the year under review, as stipulated under Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (the Listing Regulations) is presented in a separate section forming part
of the Annual Report.
4. DEBT RESTRUCTURING
The details in respect of debt resolution plan are provided in separate section under
the heading Debt Resolution Plan under MD&A Report, which forms part of
the Annual Report.
5. TRANSFER TO RESERVES
The Company has not transferred any amount to the General Reserve for the financial
year ended March 31,2023.
6. DIVIDEND
Since your Company has posted losses for the current financial year, your Directors
express their inability to recommend any dividend on the paid up Equity Share Capital of
the Company for the financial year ended March 31,2023.
As per Regulation 43A of the Listing Regulations, top 1000 listed companies based on
market capitalization shall formulate a dividend distribution policy, which shall be
disclosed on the website of the listed entity. Accordingly, the Dividend Distribution
Policy is available on the Company's website www.gtlinfra.com.
7. SHARE CAPITAL
a. The movement of Equity shares due to allotment of shares is as under:
Particulars |
No. of Equity Shares |
Equity Shares as on April 1,2022 |
12,62,33,26,856 |
Add: Allotments of Equity Shares to Bond Holders upon conversion of
Bonds during the year |
4,77,75,890 |
Equity Shares as on March 31,2023 |
12,67,11,02,746 |
Add: Allotments of Equity Shares to Bond Holders upon conversion of
Bonds post March 31,2023 |
13,59,18,201 |
Equity Shares as on September 5, 2023 |
12,80,70,20,947 |
The Company has only one class of equity shares and it has not issued equity shares
with differential rights or sweat equity shares.
Further to information furnished in the previous year Directors' Report 9,45,82,939
equity shares allotted to Trust are yet to be listed due to pending receipt of requisite
details from Bondholders.
b. Foreign Currency Convertible Bonds (FCCBs)
The details of outstanding Foreign Currency Convertible Bonds are as follows:
Particulars |
No. of Series B1 Bonds (of US$ 1,000 each) |
No. of Series B2 Bonds (of US$ 1,000 each) |
No. of Series B3 Bonds (of US$ 1,000 each) |
Total No. of Bonds (of US$ 1000 each) |
No. of Equity Shares upon conversion |
FCCBs allotted |
80,745 |
86,417 |
30,078 |
197,240 |
- |
Converted till date |
53,016.5 |
48,805 |
19,748 |
121,523.5 |
79,18,86,672 |
Balance as September 5, 2023 |
27,728.5 |
37,612 |
10,330 |
75,716.5 |
- |
* Series B1 and B3 bonds have become compulsorily convertible upon maturity date i.e.
October 27, 2022. The Company has requested bondholders to share their respective details
for converting bonds and crediting equity shares to their respective accounts. However,
the Company is still awaiting the relevant details of bondholders w.r.t. 27,728.50 Series
B1 Bonds and 10,330 Series B3 Bonds.
** Series B2 Bonds are redeemable and have matured on October 27, 2022. The lead lender
has informed the Company that till the time the entire outstanding secured debt of the
secured lenders is fully paid off, no other creditor including Series B2 bondholders,
which rank sub-ordinate to the secured creditors, can be paid in priority. Hence, the
Company could not redeem Series B2 Bonds on its maturity. In terms of Terms and Conditions
of Series B2 Bonds, bondholders can exercise their right for conversion of bonds into
equity shares till the date of receipt of redemption amount by the Principal Agent /
Trustee of the Series B2 bonds.
If bonds are converted into equity shares of the Company, the number of equity shares
would go up by 49,29,07,042.
8. FIXED DEPOSITS
During the year under review, the Company has not accepted any public deposits under
chapter V of the Companies Act, 2013 (the Act) from public or from its
members.
9. MATERIAL CHANGES AND COMMITMENTS
Save and except as discussed in this Annual Report, no material changes have occurred
and no commitments were given by the Company thereby affecting its financial position
between the end of the financial year to which these financial statements relate and the
date of this report.
10. PROMOTER GROUP
The Company was promoted by GTL Limited (GTL). Subsequent to lenders action
to convert debt in to equity and action by lenders of GTL under Securitization and
Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, total
equity holding of Promoter groups reduced to 3.28%.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability, in respect of financial year
ended March 31,2023 confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed and there were no material departures;
ii. they had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the loss of
the Company for that period;
iii. they had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. they had prepared the annual accounts on a going concern basis;
v. they had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively; and
vi. they had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Charudutta Naik (DIN: 00225472), Director of the Company, retires by rotation at
the ensuing Annual General Meeting (AGM) and being eligible, offers himself
for re-appointment.
During the year, Mr. Milind Naik (DIN: 00276884), who was associated with the Company
as Whole-time Director of the Company, has tendered his resignation with effect from
September 22, 2022. The Board places on record its deep appreciation and respect for the
valuable advice and guidance received from Mr. Milind Naik during his tenure as a
Whole-time Director of the Company.
The Board appointed Mr. Vikas Arora (DIN:09785527) as Whole-time Director of the
Company with effect from November 10, 2022, which was approved by the Shareholders of the
Company on February 5, 2023.
The Board appointed Mrs. Sunali Chaudhry (DIN: 7139326) as an Additional Director of
the Company with effect from September 5, 2023, subject to approval of the Shareholders at
the ensuing AGM.
Resolutions seeking Shareholders approval for their appointment/ re-appointment along
with other required details forms part of Notice.
Pursuant to the provisions of Section 203 of the Act, currently, Mr. Vikas Arora -
Whole-time Director, Mr. Bhupendra
J. Kiny - Chief Financial Officer and Mr. Nitesh A. Mhatre - Company Secretary are the
Key Managerial Personnel of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have furnished a declaration to the effect
that they meet the criteria of independence as provided in Section 149(6) of the Act,
along with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations.
There has been no change in the circumstances affecting their status as independent
directors of the Company.
14. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors met Eight (8) times during the financial year, the details of
which are given in Corporate Governance Report that forms part of this Report.
15. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committees and individual directors pursuant to the provisions of the Act and
Corporate Governance requirements as prescribed by the Listing Regulations.
The performance of the Board and its Committees was evaluated by the Board after
seeking inputs from all the Board / Committee members on the basis of the criteria such as
composition of the Board / Committee and structure, effectiveness of Board / Committee
processes, providing of information and functioning etc. The Board and the Nomination and
Remuneration Committee also reviewed the performance of the individual directors on the
basis of the criteria such as attendance in Board / Committee meetings, contribution of
the individual director to the Board and committee meetings like preparedness on the
issues to be discussed etc.
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of Board as a whole and performance of the Chairman were evaluated
taking into account the views of executive directors and non-executive directors.
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company has put in place appropriate policy on Directors' Appointment and
remuneration and other matters as required by Section 178(3) of the Act, which is provided
in the Policy Dossier that has been uploaded on the Company's website www.gtlinfra.com.
Further, salient features of the Company's Policy on Directors' remuneration have been
disclosed in the Corporate Governance Report, which forms part of this Report.
17. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The information required under Section 197(12) of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
is given below:
i. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year and the percentage increase in
remuneration of each director, chief financial officer, company secretary or manager, if
any, in the financial year:
Executive Director |
Ratio to median remuneration |
% increase in remuneration in the financial year |
Mr. Vikas Arora |
1:11.62 |
$ |
Non-executive Directors** (sitting fees only) |
Ratio to median remuneration |
% increase in remuneration in the financial year |
Mr. Manoj G. Tirodkar |
N.A. |
N.A. |
Mr. N. Balasubramanian |
N.A. |
N.A. |
Dr. Anand P. Patkar |
N.A. |
N.A. |
Mr. Charudatta K. Naik |
N.A. |
N.A. |
Mr. Vinod B. Agarwala |
N.A. |
N.A. |
Ms. Dina S. Hatekar |
N.A. |
N.A. |
Chief Financial Officer |
|
|
Mr. Bhupendra J. Kiny |
- |
20%# |
Company Secretary |
|
|
Mr. Nitesh A. Mhatre |
- |
5% # |
$ appointed as Whole-time Director w.e.f. November 10, 2022.
** Since Non-executive Directors received no remuneration, except sitting fee for
attending Board / Committee meetings, the required details are not applicable.
# Considered only CTC while calculation.
ii. The percentage increase / (decrease) in the median remuneration of employees in the
financial year: 22%
iii. The number of permanent employees on the rolls of the Company: 727
iv. Average percentage increase already made in the salaries of employees other than
the managerial personnel in last financial year and its comparison with the percentage
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
The average annual increase in salaries of employees is 7.7.%. Mr. Vikas Arora,
Whole-time Director was appointed w.e.f. November 10, 2022, hence comparison cannot be
provided.
v. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company.
18. INTERNAL FINANCIAL CONTROL SYSTEMS
The details in respect of adequacy of internal financial controls with reference to the
Financial Statements are included in the MD&A Report, which forms part of the Annual
Report.
19. AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this report.
20. AUDITORS AND AUDITORS' REPORT
M/s. Pathak H.D. & Associates LLP (FRN: 107783W / W100593), Chartered Accountants,
Mumbai hold office till conclusion of twentieth (20th) AGM of the Company. The
Board has recommended the appointment of M/s. CVK & Associates (FRN: 101745W),
Chartered Accountants as the Statutory Auditor of the Company in their place, for a term
of five consecutive years, from the conclusion of twentieth (20th) AGM of the
Company scheduled to be held in the year 2023 till the conclusion of twenty fifth (25th)
AGM of the Company to be held in the year 2028, for approval of shareholders of the
Company, based on the recommendation of the Audit Committee.
For the FY 2022-23, the Statutory Auditors of the Company have issued modified opinion
w.r.t. the Company's inability to quantify the amount of property tax on its telecom
towers to be ultimately borne by it due to petition pending before the appropriate Courts,
non-receipt of property tax demands in respect of majority of telecom towers and Company's
contractual rights to recover such property tax from its customers. In this regard, the
Company has given appropriate explanation in its Note No. 40 of Notes to the Financial
Statements. Further, as regards the Auditors opinion regarding material uncertainty
related to Going Concern, the Company has furnished required details / explanations in
Note nos. 59 Notes to the Financial Statements.
21. COST AUDIT
In terms of Section 148 (1) of the Act read with the Companies (Cost Records and Audit)
Rules, 2014, as amended, since the Company's business (Infrastructure Provider Category -
I) is not included in the list of industries to which these rules are applicable, the
Company is not required to maintain cost records.
22. SECRETARIAL AUDITORS' REPORT
The Secretarial Auditor Report is given in Annexure A (Form No. MR-3) forming part of
this Report.
Further, in terms of Regulation 24A of the Listing Regulations, a Secretarial
Compliance Audit Report given by Mr. Chetan A. Joshi, Practicing Company Secretary, is
annexed as Annexure B to this Report.
23. COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with applicable secretarial standards as prescribed by the
Institute of Company Secretary of India.
24. RISKS
A separate section on risks and their management is provided in the MD&A Report
forming part of this Report. The Risk Management Committee in consultation with the Audit
Committee monitor the risk management plan and ensures its effectiveness. It is important
for members and investors to be aware of the risks that are inherent in the Company's
businesses. The major risks faced by the Company have been outlined in this section to
allow members and prospective investors to take an independent view. The Company strongly
urges Shareowners/ Investors to read and analyze these risks before investing in the
Company.
25. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the Company has neither provided any loans / corporate
guarantees nor made any investment.
26. PARTICULARS OF RELATED PARTY TRANSACTION
All related party transactions entered into during the financial year were on an arms'
length basis and were in ordinary course of business. None of the transactions with
related parties falls under the scope of Section 188(1) of the Act. Accordingly, a
statement pursuant to provisions of Section 129(3) of the Act in Form No. AOC-2 is not
required to be furnished.
The Policy on Related Party Transactions as approved by the Board is uploaded on the
Company's website www.gtlinfra.com.
27. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have Subsidiary or Joint Venture Company. Accordingly, a statement
pursuant to provisions of Section 129(3) of the Act in Form No. AOC-1 is not required to
be furnished.
28. CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company
and other details are furnished in Annexure C of this Report in the format prescribed in
the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For CSR initiatives undertaken by Global Foundation, please refer to MD&A Report
under the caption Corporate Social Responsibility. The CSR Policy is available
on the Company's website www.gtlinfra.com.
29. ANNUAL RETURN AS ON MARCH 31,2023
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the draft Annual
Return having all the available information of the Company as on March 31,2023 is
available on the Company's website at https://www.gtlinfra.com/wp-content/uploads/pdf/GTLINFRA
MGT7 2023.pdf
30. CORPORATE GOVERNANCE AND VIGIL MECHANISM
The Company has complied with the Regulations 17 to 27 and clauses (b) to (i) of
sub-regulation (2) of the Regulation 46 of the Listing Regulations. A separate Report on
Corporate Governance along with the Certificate of the Auditor, M/s. Pathak H.D. &
Associates LLP, Chartered Accountants, Mumbai confirming compliance of conditions of
Corporate Governance as required under Regulation 34(3) of the Listing Regulations forms
part of this Report.
The Company has formulated and published a Whistle Blower Policy, details of which are
furnished in the Corporate Governance section, thereby establishing a vigil mechanism for
directors and permanent employees for reporting genuine concerns, if any. The policy is
available on the Company's website at www.gtlinfra.com.
31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Regulation 34(2) of the Listing Regulations, as amended, inter-alia, provides
that the Annual Report of the top 1000 listed entities based on market capitalization
(calculated as on 31st March of every Financial Year), shall include a Business
Responsibility and Sustainability Report (BRSR). Accordingly, the Company has presented
its BRSR for the Financial Year 2022-23, which is part of this Annual Report as Annexure
D.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
a. Conservation of Energy:
During the year, the Company continued its efforts towards conservation of energy by
way of reduction of diesel consumption at telecom tower sites through several initiatives
of energy efficiency and fuel savings as under:
i) the steps taken or impact on conservation of energy:
a. Regular and timely induction / replacement of Passive Infrastructure related Capex
like Battery Banks, Power Systems, Automation systems at tower site for optimal energy
consumption leading to reduction in wastage and increasing performance.
b. Periodical Corrective and Prevesentive Maintenance of assets to ensure right levels
of load to power ratio, thereby controlling excessive overrun of Energy utilized.
c. Operating high EB availability sites with optimal fuel stock, thus reducing wastage
as well as making sites Fuel Free. A total of 2,547 sites are operating as Green sites.
d. Increased drive to get sites connected / reconnected with EB (as applicable), thus
reducing diesel consumption for a clean Energy operation
e. Sustained efforts to reduce potential pilferage of fuel and electricity at site
through a strong governance mechanism in the field.
f. Constant monitoring of excessive energy use sites to identify root causes and
rectify the same, thereby controlling the excess consumption and conserving Energy.
ii) the steps taken by the Company for utilizing alternate source of energy:
Undertaking Proof of Concept trials for introducing new technologies like Li Ion
Batteries, as a potential replacement of Lead acid Batteries and Diesel Generators in
extremely high dependent tower sites with excessive Energy consumption and such other
steps currently under evaluation by the Company.
iii) the capital investment on energy conservation equipment:
Not Applicable
b. Technology Absorption:
1. Efforts made towards technology absorption : |
|
2. The benefits derived like product improvement, cost reduction, :
product development or import substitution |
|
3. In case of imported technology (imported during last 3 years
reckoned : |
The Company has not absorbed, |
from the beginning of the financial year) following information may |
adopted and innovated any new |
be furnished. |
technology. Hence, the details |
a. the details of technology imported : |
relating to technology absorption |
b. the year of import : |
are not furnished. |
c. whether the technology been fully absorbed? : |
|
d. i f not fully absorbed, the areas where absorption has not taken : |
|
place, reasons thereof |
|
4. the expenditure incurred on Research and Development : |
No expenditures |
were incurred during the year. |
|
c. Foreign Exchange Earnings and Outgo:
During the year under review, the inflow and outgo of foreign exchange in actual terms
were ' Nil respectively.
33. HUMAN RESOURCE
The associate base of the Company as on March 31,2023 stood at 792. For full details /
disclosures refer to the Human Resources section in the MD&A Report, which forms part
of the Annual Report.
34. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197(12) of the Act read with sub-rules 2 & 3
of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, names and other particulars of the top ten employees in terms of
remuneration drawn and the name of every employee who is in receipt of such remuneration
as stipulated in said Rules are required to be set out in a statement to this Report. This
Report is being sent to the Members excluding the aforesaid statement. In terms of Section
136 of the Act, the said statement is open for inspection at the Registered Office of the
Company. Any Member interested in obtaining a copy of the same may write to the Company
Secretary at the Registered Office of the Company. None of the employees listed in the
said statement is related to any Director of the Company.
35. ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation and acknowledge with
gratitude the support and cooperation extended by the customers, employees, vendors,
bankers, financial institutions, investors, media and both the Central and State
Governments and their Agencies and look forward to their continued support.
|
On behalf of the Board of Directors, |
Mumbai |
Manoj G. Tirodkar |
September 5, 2023 |
Chairman |